Private Agreement Exemption Sample Clauses

Private Agreement Exemption. Each Seller acknowledges that the Purchasers are entering into this Agreement in reliance upon the Private Agreement Exemption which requires, among other things, that the Purchasers not acquire the Purchased Securities from more than five Persons in the aggregate or for a price in excess of 115% of the “market price” of the securities (as calculated in accordance with NI 62-104). Each Seller represents and warrants to the Purchasers that it has not acquired any of the Purchased Securities from any other Person in order that the Purchasers might make use of the Private Agreement Exemption. Each Seller acknowledges that it is not acting as nominee, agent, trustee, executor, administrator or other legal representative for any other Person in respect of any of the Purchased Shares.
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Private Agreement Exemption. The Purchasers acknowledge that this Agreement is being made in reliance upon the Private Agreement Exemption which requires, among other things, that no bid or offer to acquire have been made generally to holders of common shares in the capital of the Corporation or for a price in excess of 115% of the “market price” of the securities (as calculated in accordance with NI 62-104), and represents and warrants that it has not made any such bid or offer to acquire generally to holders of common shares in the capital of the Corporation. Accredited Investor Each Purchaser is an “accredited investor” within the meaning of NI 45-106 or Section 73.3(1) of the Securities Act (Ontario) and was not created and is not being used solely to purchase or hold the Purchased Securities as an “accredited investor” as described in paragraph (m) of the definition of “accredited investor” in Section 1.1 of NI 45-106. Each Purchaser is acquiring the Purchased Securities for investment only and not with a view toward, or for sale in connection with, any distribution thereof, nor with any intention of distributing, selling or otherwise disposing of the Purchased Securities in violation of applicable law. Each Purchaser acknowledges that the Purchased Securities are subject to restrictions on transfer and may only be transferred in accordance with applicable law.
Private Agreement Exemption. Such Vendor acknowledges that the Purchaser is entering into this Agreement in reliance upon the Private Agreement Exemption which requires, among other things, that the Purchaser not acquire the Purchased Shares from more than five Persons in the aggregate. Such Vendor represents and warrants to the Purchaser that it has not acquired any of the Purchased Shares from any other Person in order that the Purchaser might make use of the Private Agreement Exemption. Such Vendor is not acting as nominee, agent, trustee, executor, administrator or other legal representative for any other Person in respect of any of the Purchased Shares.
Private Agreement Exemption. The Purchaser acknowledges that this Agreement is being made in reliance upon the Private Agreement Exemption which requires, among other things, that no bid or offer to acquire have been made generally to holders of MIC Shares, and represents and warrants that it has not made any such bid or offer to acquire generally to holders of MIC Shares.
Private Agreement Exemption. The Vendor did not acquire its Purchased Shares from others (other the Corporation) in order that the Purchasers might make use of the exemption provided by Section 4.2 of NI 62-104.

Related to Private Agreement Exemption

  • Customer Agreement In the event of a conflict between this Agreement and any other agreement between the Bank and the Customer relating to the Account, the terms of this Agreement will prevail, and in all other respects the terms of the other agreement relating to the Account shall apply with respect to any matters not covered by this Agreement. Regardless of any provision in any such agreement, the State of New York shall be deemed to be the Bank’s location for the purposes of this Agreement and the perfection and priority of the Secured Party’s security interest in the Account.

  • Master Services Agreement This Agreement is a master agreement governing the relationship between the Parties solely with regard to State Street’s provision of Services to each BTC Recipient under the applicable Service Modules.

  • Authorization of Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Transitional Services Agreement Seller shall have executed and delivered the Transitional Services Agreement.

  • Separate Agreement The parties hereto acknowledge that certain provisions of the Investment Company Act, in effect, treat each series of shares of an investment company as a separate investment company. Accordingly, the parties hereto hereby acknowledge and agree that, to the extent deemed appropriate and consistent with the Investment Company Act, this Agreement shall be deemed to constitute a separate agreement between the Investment Manager and each Fund.

  • Services Agreement “Services Agreement” shall mean any present or future agreements, either written or oral, between Covered Entity and Business Associate under which Business Associate provides services to Covered Entity which involve the use or disclosure of Protected Health Information. The Services Agreement is amended by and incorporates the terms of this BA Agreement.

  • Copies of policies; letters of undertaking Each Borrower shall ensure that all approved brokers provide the Security Trustee with pro forma copies of all policies relating to the obligatory insurances which they are to effect or renew and of a letter or letters of undertaking in a form required by the Security Trustee and including undertakings by the approved brokers that:

  • Customer Agreements 29.1 Trader to include provisions in Customer Agreements: The following clauses apply in respect of the Trader’s Customer Agreements:

  • Service Agreement Refers to the Contract, Purchase Order or Terms of Service or Terms of Use. Student Data: Student Data includes any data, whether gathered by Provider or provided by LEA or its users, students, or students’ parents/guardians, that is descriptive of the student including, but not limited to, information in the student’s educational record or email, first and last name, birthdate, home or other physical address, telephone number, email address, or other information allowing physical or online contact, discipline records, videos, test results, special education data, juvenile dependency records, grades, evaluations, criminal records, medical records, health records, social security numbers, biometric information, disabilities, socioeconomic information, individual purchasing behavior or preferences, food purchases, political affiliations, religious information, text messages, documents, student identifiers, search activity, photos, voice recordings, geolocation information, parents’ names, or any other information or identification number that would provide information about a specific student. Student Data includes Meta Data. Student Data further includes “Personally Identifiable Information (PII),” as defined in 34 C.F.R. § 99.3 and as defined under any applicable state law. Student Data shall constitute Education Records for the purposes of this DPA, and for the purposes of federal, state, and local laws and regulations. Student Data as specified in Exhibit “B” is confirmed to be collected or processed by the Provider pursuant to the Services. Student Data shall not constitute that information that has been anonymized or De-Identified, or anonymous usage data regarding a student’s use of Provider’s services.

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